EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This AGREEMENT, dated as of August 12, 2009 (the “ Effective Date ”), is between White Electronic Designs Corporation, an Indiana corporation, (the “ Company ”) and Gerald R. Dinkel (the “ Executive ”) (the “ Agreement ”).

     WHEREAS, the Company desires to employ Executive to fill the vacancy of the President and Chief Executive Officer position and Executive desires to be employed by the Company on the terms and conditions contained herein; and

     WHEREAS, in connection with this employment position, the Board of Directors of the Company (“ Board ”) intends to appoint Executive as a member of the Board, with the intention that the Executive will serve until the next annual meeting of shareholders, with future nominations and elections to the Board dependent upon, among other things, compliance with the terms and conditions hereof.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment, Duties and Agreements .

     (a) The Company hereby agrees to employ Executive as its sole President and Chief Executive Officer (“ CEO ”) and Executive shall be the Company’s most senior executive officer. The Executive hereby accepts such CEO position and agrees to serve the Company in such capacity during the Employment Period (as defined in Section 3 hereof). Executive shall also be appointed to the Board effective as of August 18, 2009. Conditioned on Executive’s continued service as CEO and his compliance with the terms and conditions of this Agreement and the written policies and rules of the Company applicable to his position, Executive shall be annually nominated by the Board (and/or any applicable committee of the Board) to be re-elected to the Board by the Company’s shareholders and in connection with such nomination, the Company shall also recommend that the shareholders should so elect Executive to the Board at each applicable annual meeting of shareholders. The parties agree that the Executive’s Board service shall in no event extend beyond his Employment Period. During the Employment Period, the Executive shall report to the Board and shall have such duties and responsibilities as the Board may reasonably determine from time to time as are consistent with the Executive’s position as CEO. During the Employment Period, the Executive shall be subject to, and shall act in accordance with, all lawful and reasonable instructions and directions of the Board and all applicable written policies and rules of the Company.

     (b) During the Employment Period, excluding any periods of vacation, holidays and sick leave to which the Executive is entitled, the Executive shall devote his full working time, energy and attention to the performance of his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Company.

     (c) During the Employment Period, the Executive may not, without the prior written consent of the Board, directly or indirectly, operate, participate in the management, operations or

control of, or act as a board member, executive, officer, consultant, agent or representative of, any type of business or service (other than as an executive of the Company), provided that it shall not be a violation of the foregoing for the Executive to manage his personal, financial and legal affairs so long as such activities do not interfere with the performance of his duties and responsibilities to the Company as provided hereunder.

2. Compensation .

     (a) As compensation for the agreements made by the Executive herein and the performance by the Executive of his obligations hereunder, during the Employment Period, the Company shall pay the Executive, pursuant to the Company’s normal and customary payroll procedures, a base salary at the rate of $385,000 per annum, as may be adjusted (the “ Base Salary ”). Once increased, the Base Salary may not be decreased without Executive’s prior written consent; provided, however, that a pro rata reduction of salary or compensation, for whatever reason, affecting all senior executives of the Company, which also reduces the Executive’s Base Salary, shall not be prohibited by this Section 2(a). The Board and/or its Compensation Committee shall review the Executive’s Base Salary annually beginning with salary adjustment review performed by the Compensation Committee for fiscal 2011.

     (b) In addition to the Base Salary, during the Employment Period, the Executive will participate in an annual bonus program that will be established for fiscal 2010 and each subsequent fiscal year. The structure of the bonus program will be determined by the Compensation Committee with the active involvement of the Executive. The goal of the bonus program will be to establish a Company-wide pool for performance that meets or exceeds certain profit or EBITDA targets. Upon the achievement of these targets, a pre-determined bonus (the “ Bonus ) would be paid to the Executive, with the amount of the Bonus to be determined in good faith negotiations between the Executive and the Compensation Committee. Any earned Bonus shall be paid during the first 75 days after the end of the applicable fiscal year. If the Executive remains employed until the last day of such applicable fiscal year then he will be eligible to receive the Bonus or any portion thereof; provided, however, that if the Executive voluntarily terminates his employment (for other than Good Reason) or the Company terminates the Executive for Cause between the end of such fiscal year and the date that is 75 days thereafter, he shall forfeit his eligibility to receive any such Bonus that has otherwise been earned but not paid.

     (c) The Executive shall participate in awards granted pursuant to a Company equity incentive plan. Effective on the Effective Date, the Executive shall be granted an option, with a ten year term, to purchase 200,000 shares of the Company’s common stock subject to a monthly pro-rata vesting schedule over 48 months with vesting commencing as of the Effective Date. In addition, it is the goal of the Board to institute a new stock option plan, subject to the approval of shareholders, which will provide an expanded pool for the initiation of a performance-based option program. Under this program, the Executive would be given an additional award. Should this program not be initiated by the date of the annual meeting of the Company’s shareholders held in 2010 (the “ 2010 Annual Meeting ”), the Compensation Committee will review the Executive’s stock and option awards and shall grant to Executive an additional equity award from the existing option plans, which award(s) shall be granted no later than forty-five (45) days following the date of the 2010 Annual Meeting. Any options granted to Executive shall be

granted at a price no less than the fair market value of the Company’s common stock on the date of the grant and shall have time or performance vesting conditions as deemed appropriate by the Compensation Committee. All of the foregoing equity awards shall be subject to the terms and conditions set forth in the applicable Company plan and the related award agreement.

     (d) During the Employment Period: (i) except as specifically provided herein, the Executive shall be entitled to participate, on a no less favorable basis, in all savings and retirement plans, practices, policies and programs of the Company which are made available generally to all other employees or to executives of the Company, and (ii) except as specifically provided herein, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation, on a no less favorable basis, in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company which are made available generally to all other employees or to executives of the Company (excepting any plan, practice, policy or program preempted by this Agreement such as policies which provides benefits in the nature of severance or continuation pay), including but not limited to medical, dental, and vision subject to all of the terms, conditions and premiums applicable to other employees of the Company. The Company shall pay the Executive’s premiums under the existing long-term disability plan. Under the existing long-term disability plan, the Executive is entitled to 60% of his Base Salary, subject to a maximum payout of $12,500 per month and an age-reduction schedule. The Company will use commercially reasonable efforts to obtain additional long-term disability coverage (above and beyond coverage applicable to other employees) to provide the Executive with long-term disability coverage equal to 60% of $385,000 (on an annualized basis).

     (e) The Company shall, at its expense, provide the Executive with commercially available term life insurance as follows: (i) under the existing group life insurance plan the Executive will be eligible for coverage in an approximate amount of $600,000; and (ii) the Company will use commercially reasonable efforts to obtain coverage under an individual policy in an approximate amount of $170,000. Notwithstanding the foregoing, the Company may determine, in its sole discretion, to provide all of the foregoing insurance coverage solely pursuant to an individual policy. Any such policies will be subject to any carrier mandated age-reduction schedule and may require the Executive to submit to a physical examination. The death benefits of any such policy shall be payable to one or more beneficiaries designated by the Executive. Following termination of the Employment Period, the Company shall utilize commercially reasonable efforts to permit the Executive to continue such coverage following termination of employment, subject only to continued payment of premiums by the Executive (unless the Company has such payment obligations pursuant to Section 5(a)). The Executive shall also be entitled to reimbursement for expenses related to an annual comprehensive medical physical examination conducted by a medical practitioner of his choosing.

     (f) During the Employment Period, the Company shall provide the Executive with a car allowance of $1,250.00 per month.

     (g) The parties recognize that Executive will need to relocate his principal residence to the Phoenix, Arizona metropolitan area. The Company agrees to reimburse the Executive for costs and expenses equaling up to $125,000 relating to acquiring, establishing and maintaining a residence in the Phoenix metropolitan area, including any travel expenses incurred by Executive

and/or his spouse, in each such case, as incurred between the Effective Date and the second anniversary thereof. The Executive must submit to the Company a reimbursement request for these expenses within ninety (90) days of the date the expenses are incurred and the Company agrees to reimburse Executive within thirty (30) days of receipt of such reimbursement request. This reimbursement allocation is not intended to alter the “at will” relationship between the Executive and the Company as set forth in Section 3 below. If the Executive’s Date of Termination of employment occurs prior to the second anniversary of the Effective Date, the Executive shall forfeit any rights to such reimbursement allocation for expenses incurred after (but not before) the Date of Termination of his employment with the Company, for whatever reason.

     (h) During the Employment Period, the Executive shall be entitled to at least five (5) weeks of paid vacation time for each calendar year in accordance with the Company’s normal and customary policies and procedures now in force or as such policies and procedures may be modified in the future for employees of the Company generally.

     (i) During the Employment Period, the Company shall reimburse the Executive for all reasonable business expenses upon the presentation of statements of such expenses in accordance with the Company’s normal and customary policies and procedures now in force or as such policies and procedures may be modified with respect to senior executive officers of the Company.

3. Employment Period .

The Company shall employ the Executive on the terms and subject to the conditions of this Agreement commencing as of the Effective Date. Notwithstanding anything herein, the Executive agrees and understands that there is no set term or employment period pursuant to this Agreement and nothing herein alters the “at-will” nature of his employment. The period during which Executive is employed by the Company pursuant to the term of this Agreement, commencing on the Effective Date, shall be referred to herein as the “ Employment Period ”. The Executive’s employment hereunder and the Employment Period will terminate upon the occurrence of any of the following events:

     (a)  Death . The Executive’s employment hereunder shall terminate upon his death.

     (b)  Disability . The Company or Executive shall be entitled to terminate the Executive’s employment hereunder for “ Disability ” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis. Nothing in this Agreement shall be interpreted to affect or limit any party’s rights or obligations under the Americans with Disabilities Act or similar state law.

     (c)  Cause . For purposes of this Section, “ Cause ” shall mean termination of Executive’s employment by the Company resulting from a determination by the Company that the Executive has (i) been arrested for or convicted of a criminal offense involving dishonesty,

fraud, theft, embezzlement, breach of trust or moral turpitude; (ii) performed an act or failed to act which, if he were prosecuted and convicted, would constitute a crime involving money or property of the Company; (iii) violated the provisions of Section 8 pertaining to confidential information; or (iv) willfully refused to perform the duties lawfully and reasonably assigned by the Board to Executive in writing and consistent with his status as CEO or member of the Board; provided however that this Section 3(c)(iv) shall not apply following a Change in Control as defined in Section 5(c). The foregoing is an exclusive list of all acts or omissions that the Company may consider as grounds for the termination of Executive’s employment for Cause. The Board shall provide Executive with 30 days advance written notice detailing the basis for a termination of employment for Cause. During the 30 day period after Executive has received such notice, Executive shall have an opportunity to cure or remedy such alleged Cause events and to present his case to the full Board (with the assistance of his own counsel) before any termination for Cause can be finalized by a vote of a majority of the Board. Executive shall continue to receive the compensation and benefits provided by this Agreement during the 30 day cure/remedy period. At the Company’s sole discretion, during this 30-day period the Company may bar the Executive’s access to the Company offices or facilities or may provide the Executive with access subject to terms and conditions as the Company chooses to impose.

     (d)  Without Cause. At any time during the Employment Period, the Company may terminate the Executive’s employment hereunder without Cause if such termination is approved by a majority of the Board. Any termination by the Company of Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) or result from the death or Disability of the Executive under Sections 3(a) or (b) shall be deemed a termination without Cause.

     (e)  Voluntarily . The Executive may voluntarily terminate his employment hereunder (other than for Good Reason or Disability), provided that the Executive provides the Company with notice of his intent to terminate his employment at least four (4) weeks in advance of the Date of Termination (as defined in Section 4 below). In the event Executive terminates his employment or ceases his duties without providing four (4) weeks notice or fails to fulfill Executive’s principal job responsibilities during such notice period, the Company, at its option and without regard to Section 3(c), may deem Executive’s employment terminated for Cause.

     (f)  For Good Reason . The Executive may terminate his employment hereunder for Good Reason and any such termination shall be deemed for all purposes under this Agreement a termination by the Company without Cause. For purposes of this Agreement and subject to Section 5(c), “ Good Reason ” shall mean (i) a material breach of this Agreement by the Company (without a prior material breach of this Agreement by the Executive), (ii) circumstances that give rise to a constructive termination under applicable state law, (iii) a material diminution in the Executive’s authority, duties or responsibilities, (iv) if Executive no longer is reporting solely to the Board, (v) a material diminution in Executive’s Base Salary, or (vi) a material change in the geographic location at which the Executive must perform his services hereunder, provided that for any of (i) through (vi) above, the Executive shall notify the Company within ninety (90) days after the event or events which the Executive believes constitute Good Reason hereunder and shall describe in such notice in reasonable detail such event or events and provide the Company with a thirty (30) day period after delivery of such notice to cure such breach or diminution. In order for the Executive to terminate his employment hereunder for Good Reason, the Date of

Termination shall in any case be a date no later than two years following the initial existence of the event or events described in any of (i) through (vi) above which constitute Good Reason hereunder. In order for the Executive to terminate his employment hereunder for Good Reason, the Date of Termination shall in any case be a date no later than two years following the initial existence of the event or events described in any of (i) through (vi) above which constitute Good Reason hereunder.

4. Termination Procedure .

     (a)  Notice of Termination . Any termination of the Executive’s employment by the Company or by the Executive during the Employment Period (other than a termination on account of the death of Executive) shall be communicated by written “ Notice of Termination ” to the other party hereto in accordance with Section 11(a).

     (b)  Date of Termination . For purposes of this Agreement, “ Date of Termination ” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is being terminated pursuant to Section 3(b), thirty (30) days after Notice of Termination, provided that the Executive shall not have returned to the performance of his duties hereunder on a full-time basis within such thirty (30) day period, (iii) if the Executive voluntarily terminates his employment, the date specified in the notice given pursuant to Section 3(e) herein which shall not be less than four (4) weeks after the Notice of Termination is delivered to the Company, or such earlier date as the Company elects to terminate Executive’s employment for Cause pursuant to that section, (iv) if the Executive terminates his employment for Good Reason pursuant to Section 3(f) herein, thirty (30) days after the Notice of Termination, and (v) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days, or any alternative time period agreed upon by the parties, after the giving of such notice) set forth in such Notice of Termination. To the extent necessary to comply with Code Section 409A, the Date of Termination must also represent a “separation from service” within the meaning of Code Section 409A.

5. Termination Payments.

Upon the termination of the Executive’s employment for any reason, on the Date of Termination the Company shall pay Executive for: (i) any accrued but unused vacation as of the Date of Termination, (ii) Base Salary through the Date of Termination (to the extent not theretofore paid); and (iii) any unreimbursed expenses. In addition, upon the termination of the Executive’s employment for any reason other than voluntarily by the Executive other than for Good Reason, on the Date of Termination the Company shall pay Executive any unpaid Bonus from a prior completed fiscal year. In addition, after any such Date of Termination, Executive shall continue to be entitled to receive from the Company: indemnification and coverage under the Company’s directors and officers liability insurance policy and his vested employee awards and benefits (the items referenced in this sentence are collectively the “ Vested Claims ”). All of the items to which Executive is entitled to under this paragraph are the “ Accrued Benefits ”. The Accrued Benefits shall be provided to Executive without Executive having to provide a release of claims to the Company.

     (a)  Without Cause . In the event of the termination of the Executive’s employment during the Employment Period by the Company without Cause, the Executive shall be entitled to the continuation of Base Salary for twenty-four (24) months following the Date of Termination, which shall be paid at the times specified in Section 2(a) provided however that the first installment shall be paid to Executive on the 60 ^th day after the Date of Termination and shall be in an amount equal to two months of Base Salary. In addition, (1) the Company shall pay the Executive’s life insurance premiums for a period of eighteen (18) months after the end of the month of the Date of Termination; and (2) (A) all unvested stock options, unvested restricted stock units and any other unvested equity-based awards or grants previously granted to the Executive shall become fully vested and will be fully exercisable or paid in accordance with the terms of any applicable grant or award agreements and plans governing such awards or grants, and (B) all stock options (both vested and unvested) granted on or after the Effective Date will remain fully exercisable until the tenth anniversary of the grant date of such options. Notwithstanding the foregoing, the payments and benefits provided in this Section 5(a) are subject to and conditioned upon the Executive (i) formally resigning in writing from the Board and as an officer and director of any subsidiary of the Company, (ii) executing a general release and waiver (substantially in the form attached hereto as Exhibit A) and delivering it to the Company within 50 days after the Date of Termination of employment, waiving all employment related claims (except the Vested Claims) the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors and containing a 24-month non-solicitation and non-compete clause (with severance payments extending for the length of these obligations), and (iii) the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof. Except as provided in this Section 5(a), the Company shall have no additional obligations under this Agreement in connection with a termination of the Executive’s employment during the Employment Period by the Company without Cause.

     (b)  Cause, Disability, Death or Voluntarily other than for Good Reason . If the Executive’s employment is terminated during the Employment Period by (i) the Company for Cause, (ii) voluntarily by the Executive other than for Good Reason, or (iii) as a result of the Executive’s death or Disability, the Company shall pay the Executive or the Executive’s estate, as the case may be, the Accrued Benefits. In addition, if the Executive’s employment is terminated as a result of the Executive’s death or Disability, all vested stock options granted on or after the Effective Date will remain fully exercisable until the first anniversary of the date of the Executive’s death or Disability. Except as provided in this Section 5(b), the Company shall have no additional obligations under this Agreement in connection with the termination of Executive’s employment pursuant to the reasons set forth in this Section 5(b).

     (c)  Change in Control. Upon the occurrence of a Change in Control all unvested stock options, unvested restricted stock units and any other unvested equity-based awards or grants previously granted to the Executive shall become fully vested and will b